KEYCORP /NEW/ — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2020-05-21

Reporting Person: Hipple Richard J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-21	Deferred Shares	$	A	12138	Acquired		Common Shares (12138)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	24360	Direct

Footnotes

F1: Includes approximately 143 dividend-equivalent common shares accrued in March 2020.

F2: Each Deferred Share is the economic equivalent of one Common Share.

F3: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 21, 2023.

F4: The Deferred Shares were awarded under the Deferred Share Plan.

F5: Includes approximately 1,963 dividend-equivalent Deferred Shares accrued between June 2019 and March 2020.